RE: Agreement Concerning Outstanding Monies

                                                                  EXHIBIT 10.119

                                October 12, 2004

Mr. Stephen Rossetti

5408 Duvall Drive

Bethesda, MD 20816

RE: Agreement Concerning Outstanding Monies

Dear Stephen,

This agreement, by and between Stephen Rossetti ("Rossetti") and Vertical

Computer Systems, Inc. (the "Company"), shall amend the terms of (a) the $7,500

Promissory Note (the "Note"), dated May 21, 2003, and (b) the Amendment of

Consulting Agreement ("Consulting Agreement"), dated September 11, 2002. The

parties hereby agree as follows:

1. Rossetti agrees to cancel all outstanding amounts due under the Note and all

outstanding amounts due under the amended